8-KLeadership ChangesOther EventsExhibits & Filings

FEDEX CORP 8-K Report, Executive Changes (Dec 10, 2013)

Filed December 10, 2013For Securities:FDX

Summary

FedEx Corporation (FDX) filed an 8-K on December 9, 2013, to announce a change in its Board of Directors. The most significant event reported is the election of Kimberly Jabal as a new director, effective immediately. Ms. Jabal's appointment increases the Board size to 12 members and she has also been appointed to the Information Technology Oversight Committee. Investors should note that Ms. Jabal has been deemed independent by the Board and meets NYSE and company standards. Her compensation for serving as a director will follow the standard arrangements for outside directors, including receiving a stock option for 2,482 shares of FedEx common stock. This filing also incorporates by reference updated compensation arrangements for outside directors. The election is for a term expiring at the September 2014 annual meeting.

Key Highlights

  • 1Kimberly Jabal elected as a new director to the Board, effective December 9, 2013.
  • 2The size of the FedEx Board of Directors has increased to 12 members with this appointment.
  • 3Ms. Jabal has been appointed to the Information Technology Oversight Committee.
  • 4The Board has determined Ms. Jabal to be an independent director.
  • 5Ms. Jabal will receive standard compensation for outside directors, including a stock option grant.
  • 6The election of Ms. Jabal is part of the company's ongoing corporate governance practices.

Frequently Asked Questions

Kimberly Jabal was elected as a new director to the FedEx Corporation Board of Directors. While the specific reasons for her appointment are not detailed in this 8-K beyond her expertise, her election is part of the company's normal governance process. She has also been appointed to the Information Technology Oversight Committee.

Ms. Jabal's election increases the total number of directors on the FedEx Board from 11 to 12. She has been determined to be an independent director, meeting both NYSE and the company's internal standards.

Ms. Jabal will be compensated in accordance with the established compensation program for FedEx's non-management (outside) directors. This includes receiving a stock option for 2,482 shares of FedEx common stock upon her election.

This particular 8-K filing is primarily focused on the director appointment. It also incorporates by reference updated compensation arrangements for outside directors (Exhibit 10.1), but does not contain any material financial results or changes to existing financial arrangements beyond director compensation.